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09-242Resolution No. 09-242 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH SYNAGRO CENTRAL, LLC. FOR REMOVAL AND DISPOSAL OF LIME RESIDUE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Sean R. Stegall, City Manager, be and is hereby authorized and directed to execute an Agreement with Synagro Central,LLC,for removal and disposal of lime residue on behalf of the City of Elgin,a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: November 18, 2009 Adopted: November 18, 2009 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk w CITY OF ELGIN AGREEMENT FOR BID NUMBER: 09-045 FOR RFP FOR REMOVAL AND DISPOSAL OF LIME RESIDUE This Agreement is made and entered into this Z&tday of 2009 by and between the City of Elgin("the CITY"), uc 1 c i zepd Worm nun a Qde aWa the i i man m e e State of Illinois,and Synagro eves, q*rat -M tat nd an avmg a principal place of business at 1250 Larkin Avenue, Suite 10,Elgin,Illinois 60123 ("the CONTRACTOR"). ARTICLE I. DEFINITION. "THIS CONTRACT"as used herein shall mean this Agreement,the Invitation for Bids (IFB) including all documents referenced therein and the Contractor's bid response (bid) thereto incorporated by reference herein and made a part hereof. The CONTRACTOR agrees to provide the goods and/or services all in accordance with the IFB and CONTRACTOR'S Bid. In the event there is a conflict between this Agreement and the bid documents,this Agreement shall supersede the bid documents. ARTICLE H. DURATION. The CONTRACTOR shall commence the performance of THIS CONTRACT upon the date of this agreement and shall end the performance on December 31,2010. The City shall have the option,at its sole discretion,of four(4)one year extension agreements,at the City's sole discretion. Contractor acknowledges that it has been provided additional sufficient consideration for such options, which shall be separate and distinct for each successive year, and shall not require a cumulative invocation. ARTICLE III. TERMINATION. The following shall constitute events of default under THIS CONTRACT: a) any material misrepresentation made by the CONTRACTOR to the CITY,b) any failure by the CONTRACTOR to perform any of its obligations under THIS CONTRACT including, but not limited to,the following: (i) failure to commence performance of THIS CONTRACT at the time specified in THIS CONTRACT due to a reason or circumstance within the CONTRACTOR's reasonable control, (ii) failure to perform THIS CONTRACT with sufficient personnel and equipment or with sufficient material to ensure the completion of THIS CONTRACT within the specified time due to a reason or circumstance within the CONTRACTOR's reasonable control,(iii) failure to perform THIS CONTRACT in a manner reasonably satisfactory to the CITY,(iv) failure to promptly re-perform within reasonable time the services that were rejected by the CITY as erroneous or unsatisfactory, (v) failure to comply with a material term of THIS CONTRACT, including,but not limited to the Affirmative Action requirements,and(vi) any other acts specifically and expressly stated in THIS CONTRACT as constituting a basis for termination for cause. The CITY may terminate THIS CONTRACT for its convenience upon fourteen(14)days prior written notice. ARTICLE IV. DAMAGES. From any sums due to the CONTRACTOR for goods or services,the CITY may keep for its own the whole or any part of the amount for expenses,losses and damages as directed by the Purchasing Director, incurred by the CITY as a consequence of procuring goods or services as a result of any failure,omission or mistake of the CONTRACTOR in providing goods or services as provided in THIS CONTRACT. ARTICLE V. GOVERNING LAWS AND ORDINANCES. This CONTRACT is made subject to the laws of the State of Illinois and the ordinances of the CITY. In the event any of the terms or provisions of this agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this agreement shall remain in full force and effect, and such laws or ordinances in conflict thereof shall control. ARTICLE VI. AFFIRMATIVE ACTION. The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex, ancestry, national origin, place of birth, age or physical handicap which would not interfere with the efficient performance of the job in question. The CONTRACTOR will take affirmative action to comply with the provisions of Elgin Municipal Code Section 3.12.100 and will require any subcontractor to submit to the CITY a written commitment to comply with those provisions. The CONTRACTOR will distribute copies of this commitment to all persons who participate in recruitment, screening, referral and selection ofjob applicants and prospective subcontractors. The CONTRACTOR agrees that the provisions of Chapter 3.12 of the Elgin Municipal Code, 1976, is hereby incorporated by reference, as if set out verbatim. ARTICLE VII. ASSIGNABILITY. The CONTRACTOR shall not assign, sell or transfer any interest in THIS CONTRACT without prior written consent of the CITY. ARTICLE VIII. AMENDMENTS. There shall be no modification of the CONTRACT,except in writing and executed with the same formalities of the original. ARTICLE IX. NOTICES.Any notice given under this CONTRACT shall be in writing and shall be deemed to have been given when hand delivered or deposited in the U.S. mail, certified or registered,return receipt requested,addressed,if to CONTRACTOR,at the address set forth above to the attention of the project manager or undersigned representative, and if to the City, to the attention of the City Manager, 150 Dexter Court, Elgin, IL 60120 or to such other address and/or authorized representatives as either party shall designate in writing to the other in the manner herein provided. ARTICLE X. INDEMNIFICATION. To the fullest extent permitted by law,Contractor agrees to and shall indemnify, defend and hold harmless the City, its officers, employees, boards and commissions from and against any and all claims,suits,judgments,costs,attorney's fees,damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of Contractor or Contractor's officers, employees, agents or subcontractors in the performance of this agreement,including but not limited to,all goods delivered or services or work performed hereunder. In the event of any action against the City, its officers, employees,agents,boards or commissions covered by the foregoing duty to indemnify,defend and hold harmless,such action shall be defended by legal counsel of the City's choosing. The provisions of this paragraph shall survive any termination and/or expiration of this agreement. 2 ARTICLE XI. PUBLICITY. The CONTRACTOR may not use,in any form or medium,the name of the City of Elgin for public advertising unless prior written permission is granted by the CITY. ARTICLE XII. APPROPRIATIONS. The fiscal year of the CITY is the 12 month period ending December 31. The obligations of the CITY under any contract for any fiscal year are subject to and contingent upon the appropriation of funds sufficient to discharge the obligations which accrue in that fiscal year and authorization to spend such funds for the purposes of the contract. If, for any fiscal year during the term of the CONTRACT, sufficient funds for the discharge of the CITY'S obligations under the contract are not appropriated and authorized, then the CONTRACT shall terminate as of the last day of the preceding fiscal year, or when such appropriated and authorized funds are exhausted, whichever is later, without liability to the CITY for damages, penalties or other charges on account of such termination. ARTICLE XIII. ENTIRE AGREEMENT. This CONTRACT embodies the whole agreement of the parties. There shall be no promises,terms, conditions or obligations other than those contained therein; and this agreement shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties. ARTICLE XIV. JOINT VENTURE. This agreement shall not be construed so as to create a joint venture,partnership,employment,or other agency relationship between the parties hereto,except as may be expressly provided for herein. ARTICLE XV. COMPLIANCE WITH LAWS. Notwithstanding any other provision of this CONTRACT it is expressly agreed and understood that in connection with the performance of this CONTRACT that the CONTRACTOR shall comply with all applicable Federal, State, City and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages,minimum wage,workplace safety and legal status of employees. Without limiting the foregoing, CONTRACTOR hereby certifies, represents and warrants to the CITY that all CONTRACTOR'S employees and/or agents who will be providing products and/or services with respect to this CONTRACT shall be legal residents of the United States. CONTRACTOR shall also at its expense secure all permits and licenses,pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work,and/or the products and/or services to be provided for in this CONTRACT. The CITY shall have the right to audit any records in the possession or control of the CONTRACTOR to determine CONTRACTOR'S compliance with the provisions of this section. In the event the CITY proceeds with such an audit the CONTRACTOR shall make available to the CITY the CONTRACTOR'S relevant records at no cost to the CITY,and shall pay all costs of any such audit at CONTRACTOR'S sole expense. The person signing THIS CONTRACT certifies that s/he has been authorized by the CONTRACTOR to commit the CONTRACTOR contractual and has been authorized to execute THIS CONTRACT on its behalf. SIGNATURE PAGE FOLLOWS 3 IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. CONTRACTOR CITY OF ELGIN SYNAGRO CENTRAL, LLC pu"L Name and Title J. Paul Withrow Se . Stegall Vice President City Manager FEIN NO.76-0612568 FA egal Dept\Agreement\Synagro-Lime Residue Contract-clean 10-20-09.doc 4 City of Elgin Agenda Item No. October 8, 2009 TO: Mayor and Members of the City Council s"Fatty Stable Sean R. Stegall, City Manager City Government Kyla B. Jacobsen, Water Syste Superintendent V4ell SUBJECT: RFP 09 - 045 Lime Residue Removal and Disposal PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to award a series of five one-year contracts for the removal and disposal of lime residue from the Water Department's Lime Residue Lagoons. RECOMMENDATION It is recommended that the City Council approve award of the first year, 2010, of five one-year contracts to Synagro Midwest, Inc., in the amount of$1,228,500. The remaining contracts shall be awarded each year through 2014 as the Water Department's yearly budget is approved. BACKGROUND The Riverside and Airlite Water Treatment Plants produce lime residue as a by-product of the water softening and clarification reactions. This material, consisting mostly of calcium carbonate, is stored at two lagoon sites. The Riverside Plant pumps the lime residue produced to lagoons near South McLean Blvd. and Route 20, and the Airlite Plant has storage lagoons on- site. These lagoons must be kept from reaching full capacity and continued removal and disposal of the lime residue is necessary. In 1999, the City Council awarded a contract to BioGro Division of Wheelabrator Water Technologies for hauling and land applying lime residue. That company was purchased by Synagro Midwest, Inc. in 2000, the original terms and conditions of the five one-year contracts remained in effect. Our current contract is with Synagro Midwest, Inc. and the most recent contract will expire at the end of 2009. The Request for Proposal (RFP) included several options for the disposal of the lime residue. The economics of disposal method was evaluated as part of the RFP and land application is by far the most economical method. The RFP was advertised in the Courier News on July 24, 2009 and on the City's website. On August 6, 2009, the City of Elgin Purchasing Department received three proposals: Synagro Lime Residue Removal and Disposal October 8,2009 Page 3 COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None FINANCIAL IMPACT The cost of lime residue and removal and disposal for 2010 as submitted by Synagro Midwest, Inc totals $1,228,500. Sufficient funds ($1,228,500) have been requested in the 2010 Water Fund Budget under account number 401-4002-771.45-99, Other Miscellaneous Services,to enter into the first year (2010) contract totaling $1,228,500. Funding requests for the lime residue removal and land application program for the 2°a through the 5`h years will be made in the Water Fund's 2011 through 2014 Budgets. GAL IMPACT one ALTERNATIVES 1. The Council may choose to award the contract to Synagro Midwest, Inc. 2. The Council may choose not to award the contract to Synagro Midwest, Inc. Respectfully submitted for Council consideration. kj City of Elgin Memorandum r .a Date: December 4, 2009 To:Kyla Jacobsen, Water System Superintendent From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 09-242, Adopted at the November 18, 2009, Council Meeting Enclosed you will find the agreement listed below. Please retain a copy for your records. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. Agreement with Synagro Central, L.L.C. for Removal and Disposal of Lime Residue